Jonathan Binder
About Jonathan Binder
Jonathan Binder (age 61) is Director and, per filings, Chairman of CSLMF; he has served on the board since April 13, 2021 and as Chairman since July 20, 2021 . Binder is co‑founder of Consilium Investment Management (CIM), serving as Chief Investment Officer for CIM’s Frontier Equity since 2009 and Portfolio Manager for Extended Opportunities Fund Strategies since 2018 . His background spans CIO at Standard Asset Management, EM equity hedge fund PM at Americas Trust Bank, MD of Latin American ECM at Deutsche Morgan Grenfell, and launching James Capel’s LatAm equity operations; he holds a B.Sc. (Econ) in Economics and Politics from University of Bristol and is an alumnus of Eton College . Note: the DEFM14A transmittal letter lists Charles Cassel as “Chairman of the Board,” creating a discrepancy with sections identifying Binder as Chairman; both disclosures are noted for governance diligence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Standard Asset Management (Standard Bank Group) | Chief Investment Officer | Prior to co-founding CIM (4 years) | Led EM portfolio management; senior investment leadership |
| Americas Trust Bank | Emerging Markets equity hedge fund Portfolio Manager | Prior role (2 years) | Managed EM equity hedge fund strategies |
| Deutsche Morgan Grenfell | Managing Director, Latin American Equity Capital Markets | Prior role | Led LatAm ECM; capital markets expertise |
| James Capel | Launched LatAm equity sales, trading, research business | Prior role | Built LatAm platform; market development |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Consilium Investment Management (CIM) | Co‑Founder | 2004 (firm), board since 2021 for CSLMF | Co‑controls Sponsor Manager (CSLM Investment Capital, Inc.) with Cassel; 50/50 ownership of manager |
| CIM – Frontier Equity | Chief Investment Officer | 2009 | Oversees frontier equity strategy |
| CIM – Extended Opportunities Fund Strategies | Portfolio Manager | 2018 | Manages extended opportunities strategies |
Board Governance
- Board structure: five directors; independent directors are Irakli Gilauri, Peter Tropper, and Salman Alam under Nasdaq standards .
- Committee memberships and chairs (Binder is not listed on committees; committees comprised solely of independent directors) :
- Audit Committee: Members – Irakli Gilauri (Chair), Peter Tropper, Salman Alam . Audit committee financial expert disclosure varies by filing: 10‑K identifies Tropper; DEFM14A identifies Gilauri .
- Compensation Committee: Members – Peter Tropper (Chair), Salman Alam .
- Nominating & Corporate Governance Committee: Members – Peter Tropper, Salman Alam (Chair) .
- Independent directors hold regular meetings with only independent directors present .
- Prior to the initial business combination, holders of founder shares elect all directors; public shareholders cannot appoint directors, concentrating control with insiders .
Fixed Compensation
| Component | Amount/Disclosure | Notes |
|---|---|---|
| Director cash compensation | None paid to directors/officers for services to CSLMF | No cash retainers or meeting fees disclosed |
| Administrative services fee (to Sponsor) | $10,000/month for office/admin/support; Sponsor waived payments (recorded as capital contribution) | Waived amounts recorded: $120,000 (2024) and $240,000 (2023) |
Performance Compensation
| Equity-linked interests | Disclosure | Notes |
|---|---|---|
| Founder shares to independent director nominees | 50,000 founder shares transferred to each of Gilauri, Tropper, Alam at original per‑share price (Aug 2021) | Annual director grants otherwise not disclosed; Binder’s interests primarily via Sponsor |
| Sponsor private placement warrants | 7,942,500 warrants; 3,971,250 subject to forfeiture at closing | Held by Sponsor; warrants not included in beneficial ownership tables within 60 days |
Other Directorships & Interlocks
| Entity | Relationship | Governance/Conflict Consideration |
|---|---|---|
| Consilium Acquisition Sponsor I LLC (Sponsor) | Record holder of 4,593,750 founder shares; controlled via manager CSLM Investment Capital, Inc., owned and controlled 50/50 by Cassel and Binder | Binder may be deemed to beneficially own Sponsor-held shares; Sponsor’s control creates interlocks and potential conflicts |
| Consilium Extended Opportunities Fund, L.P. (CEO Fund) | Owns 70% of Sponsor; chain controlled by Consilium entities managed by Cassel and Binder | Deep related-party network; potential influence over capital structure and transactions |
| Sponsor Affiliate financing to target | Sponsor affiliate provided $2.16M convertible note to Fusemachines; prior notes of $4.5M and $2.0M maturity extended | Related-party exposure to target company financing; conversion at $0.44/share raises conflict considerations |
Expertise & Qualifications
- Emerging markets investing, capital markets leadership, portfolio management; prior senior roles at Standard Asset Management and Deutsche Morgan Grenfell .
- Education: B.Sc. (Econ) joint honors in Economics and Politics, University of Bristol; alumnus of Eton College .
- Board credential: extensive investment experience and emerging markets expertise cited as qualifications for board service .
Equity Ownership
| Holder | Shares Beneficially Owned | Approximate % of Class | Filing |
|---|---|---|---|
| Jonathan Binder (through control of Sponsor Manager) | 4,593,750 | 75.1% | 10‑K (FY 2024, published 2025‑04‑11) |
| Jonathan Binder (through control of Sponsor Manager) | 4,593,750 | 75.1% | DEF 14A (2025‑06‑24) |
| Jonathan Binder (through control of Sponsor Manager) | 4,593,750 | 83% | DEF 14A (2025‑10‑03) |
| Independent directors (each) | 50,000 | <1% | Multiple filings |
| Sponsor | 4,593,750 | 84% | DEF 14A (2025‑10‑03) |
- Initial shareholders (including Sponsor) owned ~78%–84%, enabling approval of key proposals without public shareholder votes; insiders agreed to waive redemption rights on founder shares .
- Beneficial ownership tables exclude private warrants and rights not exercisable within 60 days .
Related-Party Transactions and Conflicts
- Working capital promissory notes from Sponsor: unsecured WC Promissory Note at 4.75% interest; amended to increase capacity to $2.75M (Aug 19, 2024), then $3.0M (Feb 4, 2025) with conversion feature—$1,491,000 of principal and accrued interest convertible into Class A shares at $4.00; later increased to $4.0M (May 23, 2025) .
- Administrative services agreement: $10,000/month fee to Sponsor; Sponsor waived payments, recorded as capital contributions ($120,000 in 2024; $240,000 in 2023) .
- Registration rights and BTIG underwriter arrangement: deferred fee ($6,641,250) waived in exchange for 426,000 Class A shares from Sponsor at business combination closing; BTIG resigned from future capacities; lock-up waivers applicable to certain Sponsor-shares .
- Conflict disclosures explicitly acknowledge multiple affiliations, potential self‑dealing, and corporate opportunity renunciation within charter (pre‑combination) .
RED FLAGS
- Concentrated insider control: initial shareholders owned ~78%–84% enabling passage of proposals without public support .
- Sponsor‑controlled financing ties to target (Fusemachines) through convertible notes and maturity extensions .
- Convertible Sponsor loans into issuer equity at fixed $4/share present misalignment risk with public holders .
- Charter provisions renouncing certain corporate opportunities and allowing overlapping business affiliations .
Governance Assessment
- Independence and committee effectiveness: Binder is not classified as independent; committees (audit, compensation, nominating/governance) are composed solely of independent directors, consistent with Nasdaq governance norms; audit committee has a designated financial expert per filings, supporting oversight capability .
- Attendance and engagement: No specific meeting attendance rates disclosed; independent‑only sessions are planned/held, but engagement granularity is limited .
- Compensation alignment: No director/officer cash compensation; equity interests are concentrated via Sponsor; independent directors received founder shares in 2021; absence of disclosed performance‑metric‑linked director pay suggests limited pay‑for‑performance levers at the SPAC stage .
- Conflicts/related parties: Extensive Sponsor linkages (ownership, loans, registrations) and target financing may affect perceived independence and investor confidence; however, disclosures are comprehensive and committee charters require pre‑approval of related‑party transactions .
Overall, Binder brings deep EM investment expertise and capital markets experience, but his co‑control of the Sponsor and concentrated ownership block create material conflicts that investors should monitor through post‑combination governance, related‑party review rigor, and any changes in committee composition or independence .